Indemnification by Seller and Shareholder. In addition to any rights or remedies Buyer or its affiliates may otherwise have at law or in equity, subject to Section 7.2, Seller and Shareholder jointly and severally hereby release and discharge and shall indemnify, defend and hold harmless Buyer and its affiliates, the directors, officers, employees, controlling persons, lenders, insurers, agents and representatives of Buyer or of any of Buyer’s affiliates, and the respective successors and assigns of any of the foregoing (the “Buyer Covered Persons”) from and against any and all Claims, Environmental Claims and Losses constituting, arising out of, relating to, or attributable to (i) any Excluded Liability; (ii) any Excluded Asset; (iii) any breach of any representation or warranty of Seller or any Shareholder set forth in this Agreement; (iv) any breach of any covenant or agreement of Seller or Shareholder set forth in this Agreement; (v) any act, omission or event occurring, or any condition or circumstance existing, prior to the Closing Date (regardless of whether it continues after the Closing Date), or any other condition, circumstance or event attributable to any act, omission or event prior to the Closing Date (regardless of whether it continues after the Closing Date), including, without limitation, any Claims, Environmental Claims, Taxes, Working Capital Liabilities or Losses disclosed on any Schedule hereto, but excluding Assumed Liabilities; or (vi) any Employee Benefit Plan of Seller or any employment or similar agreement to which Seller is a party; provided, however, that Seller’s and Shareholder’s indemnification obligations under this Section 7.1 shall not apply to any Claims, Environmental Claims or Losses arising from, out of or in any manner connected with any Claims, Environmental Claims or Losses for which any Seller Covered Person may be entitled to indemnity pursuant to Section 7.3 below.
Indemnification by Seller and Shareholder. Subject to the terms and conditions of this Article X, Seller and Shareholder each jointly and severally shall indemnify, defend, and hold harmless Buyer, the subsidiaries and parent corporations of Buyer, each director, officer, employee, and agent of Buyer or any of its subsidiaries or parent corporations, and each affiliate of Buyer and its subsidiaries and parent corporations, and their respective heirs, legal representatives, successors, and assigns (collectively, the "Buyer Group"), from and against any and all claims, actions, causes of action, demands, assessments, losses, damages, liabilities, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys' fees and expenses) (collectively, "Damages"), asserted against, resulting to, imposed upon, or incurred by any member of the Buyer Group, directly or indirectly, by reason of or resulting from any of the following:
(a) any inaccuracy in or breach of any representation or warranty of Seller or Shareholder contained in this Agreement or in any certificate delivered pursuant hereto;
(b) any breach by Seller or Shareholder of any of its or his covenants or agreements contained in this Agreement or in any certificate delivered pursuant hereto;
(c) any liability or obligation of Seller or its affiliates (whether accrued, absolute, contingent, unliquidated, or otherwise, whether or not known to Seller, and whether due or to become due), other than the Assumed Liabilities;
(d) the ownership, management, or use of the Assets or the Business prior to the Closing Date; or
(e) any products or equipment distributed, sold or leased by Seller in connection with the Business on or prior to the Closing Date (other than the Assumed Liabilities).
Indemnification by Seller and Shareholder. Seller and Shareholder shall, jointly and severally, defend, indemnify and hold harmless Buyer, its affiliates and their respective stockholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys' fees and disbursements, arising from or relating to:
(a) any inaccuracy in or breach of any of the representations or warranties of Seller or Shareholder contained in this Agreement or any document to be delivered hereunder;
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or Shareholder pursuant to this Agreement or any document to be delivered hereunder;
(c) any Taxes arising, or in any way related to, any time or period prior to the Closing; or
(d) the failure of Seller to comply with any applicable bulk sales law.
Indemnification by Seller and Shareholder. Seller and Shareholder agree, jointly and severally, to reimburse, indemnify and hold harmless Purchaser from and against any and all liabilities, losses, and reasonable costs and expenses, including, but not limited to, attorneys' and accountants' fees and disbursements (a "Loss" or collectively "Losses"), arising out of or incurred with respect to (a) any breach of anyone or more of Seller's and Shareholder's warranties or representations in this Agreement, (b) the breach or nonperformance of any covenant or obligation to be performed by Seller or Shareholder hereunder, or (c) the breach, nonperformance or non-payment of any liabilities or obligations of Seller not assumed by Purchaser pursuant to this Agreement, whether or not such liability or obligation is disclosed to Purchaser hereunder.
Indemnification by Seller and Shareholder. From and after the date hereof, Seller and Shareholder agree, jointly and severally, to indemnify fully, hold harmless, protect and defend Buyer and its Affiliates, and their respective directors, officers, agents and employees, successors and assigns from and against:
(a) any and all Losses (as defined below) incurred by any of them arising out of, relating to or based upon any inaccuracy in, or breach of, any of the representations or warranties of any of Seller or Shareholder contained in this Agreement, any Transaction Document or in the Schedules or Exhibits hereto or thereto;
(b) any and all Losses incurred by any of them arising out of, relating to or based upon any failure to perform, or other breach of, any of the covenants or agreements of any of Seller or Shareholder contained in or incorporated into this Agreement, any Transaction Document or in the Schedules or Exhibits hereto or thereto;
(c) any and all Losses incurred by any of them arising out of, relating to or based upon any of Seller’s assets that are not Purchased Assets or any of the Retained Liabilities;
(d) any and all Losses incurred by any of them arising out of, relating to or based upon Seller’s ownership or use of the Purchased Assets prior to the Closing, including any Liability for any Taxes;
(e) any and all Losses incurred by any of them arising out of, relating to or based upon the operation of Seller’s business prior to or after the Closing; and
(f) any and all Losses incurred by any of them arising out of, relating to or based upon any claims made for workers’ compensation benefits or under any Employee Benefit Plan due with respect to any event occurring or circumstance existing prior to the Closing.
Indemnification by Seller and Shareholder. Seller and ------------ ----------------------------------------- Shareholder agree that they will, jointly and severally, indemnify, defend, protect and hold harmless Buyer, its officers, shareholders, directors, agents, employees, successors and assigns at all times from and after the date of this Agreement from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by Buyer as a result of or incident to: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by Seller or Shareholder, set forth in this Agreement or in the Schedules, Exhibits or certificates attached to this Agreement or delivered pursuant to this Agreement; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Seller or Shareholder made in this Agreement and to be performed on after or before the Closing Date; or (c) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a) or (b) of this Section 10.1 or Section 1.6 of this Agreement has occurred; or (d) any claim arising out of those litigation matters set forth on Section 5.17. Buyer agrees that it will not make a claim for indemnification under this Section 10.1 for matters in the aggregate having a value of less than $5,000.00
Indemnification by Seller and Shareholder. Seller and Shareholder, jointly and severally, agree to defend, indemnify, and hold harmless Buyer from and against any and all damages, losses, liabilities, claims, costs, and expenses (including reasonable attorneys' fees) resulting from any of the obligations and liabilities of Seller, including, but not limited to, Seller's obligation to its employees as set forth in Paragraph 4.2 herein.
Indemnification by Seller and Shareholder. Seller and Shareholder agree to defend, indemnify and hold harmless Purchaser and Prentice Oil and their respective affiliates, successors and assigns (and their respective directors, officers and other employees and all other persons acting on behalf of or under control of any of them) from and against any and all (i) liabilities, losses, costs or damages ("Loss") and (ii) attorneys' fees and expenses, costs of investigation and defense, court costs and all other reasonable out-of-pocket expenses ("Expense") incurred by Purchaser or Prentice Oil and their respective affiliates, successors and assigns (and their respective directors, officers and other employees and all other persons acting on behalf of or under control of any of them) arising in connection with or related to (i) any breach of any representation, warranty, covenant or agreement made by Seller or Shareholder herein, or (ii) any Loss or Expense incurred by Prentice Oil or Purchaser arising from any claim against Prentice Oil or obligation or liability of Prentice Oil arising from or related to any activity, act or omission of Prentice Oil occurring through the date of this Agreement.
Indemnification by Seller and Shareholder. (a) Seller and Shareholder hereby jointly and severally covenant and agree to indemnify, defend and hold harmless Buyer, its successors and assigns, from and against any and all losses, claims, liabilities, proceedings, demands, actions, assessments, judgments, damages, costs or expenses including, but not limited to, any and all consultants’, experts’ or attorneys’ fees, costs, and other expenses (“Losses”) up to an amount equal to the Purchase Price arising out of or resulting from:
(i) any breach by Seller or Shareholder of their representations or warranties hereunder;
(ii) the nonperformance or breach of any agreement, covenant or obligation to be performed on the part of Seller or Shareholder under this Agreement;
(iii) any costs associated with any investigation or remediation required by an appropriate governmental authority under any environmental, health or safety law or regulation from activities of Seller prior to Closing;
(iv) any and all liability of Seller or Shareholder for Taxes, including interest or penalties associated therewith;
(v) any third party claim or demand against Seller regarding the conduct of the Business prior to the Closing or any other liability relating to Seller, the Business or the Purchased Assets arising prior to the Closing Date, other than the Assumed Obligations;
(vi) the activities of Seller occurring within five (5) years after the Closing, or if later, the date of Seller’s dissolution and liquidation is completed;
(vii) any Accounts Receivable of Seller existing as of the Closing Date that are or become more than 90 days past due from the invoice date and not reserved for as shown on Schedule 4.9;
Indemnification by Seller and Shareholder. Seller and Shareholder, jointly and severally, shall indemnify, defend and hold harmless Purchaser, promptly upon demand at any time and from time to time, against any and all demands, losses, liabilities, claims, actions, causes of action, assessments, deficiencies, taxes, costs, damages and expenses, including without limitation, interest, penalties, reasonable attorneys' fees, expenses and disbursements (collectively, "Losses") asserted against, imposed upon or paid, incurred or suffered by the Purchaser, arising out of or in connection with any of the following: (a) any misrepresentation or breach of any representation or warranty made by Seller or Shareholder in this Stock Purchase Agreement; (b) any breach or nonfulfillment of any covenant or agreement made by Seller or Shareholder in this Stock Purchase Agreement; and (c) the claims of any broker or finder engaged by Seller or Shareholder.
